Ngai Tahu Settlement

ATTACHMENT 10.9
LEASE OF LEASEBACK
CONSERVATION AREAS
Clause 10.7)

MEMORANDUM OF LEASE

Date:

BETWEEN

(1) TE RUNANGA O NGAI TAHU (the Lessor), being
registered as the proprietor of an estate in fee simple subject to such
encumbrances, liens and interests as are notified by memoranda underwritten or
endorsed on this Lease in all that parcel of land situated in the [ ] more
particularly described in the Schedule of Land.

(2) HER MAJESTY THE QUEEN in right of New Zealand acting
by and through the Minister of Conservation (the Lessee)

SCHEDULE OF LAND

Estate Fee Simple
C.T.	Area	Lot & D.P. No. or other legal description, or Document No.
Encumbrances, Liens & Interests Together with

BACKGROUND

A The Lessee and the Lessor are parties to a Deed of Settlement
dated [ ] 1997.

B Pursuant to that Deed, the Lessee agreed to transfer to the
Lessor certain land including the Land, such transfer to be subject to the
Lessor granting to the Lessee a lease in perpetuity of the Land at a peppercorn
rental and upon the terms and conditions set out in this Lease.

C Under section 7(2) of the Act, the Minister of Conservation
may by agreement acquire any interest in land for conservation purposes and hold
it for such purposes.

D The parties have agreed that the leasehold interest in the
Land shall be acquired and administered by the Lessee as a Conservation
Area.

E The Parties have, on the same date as the date of this Lease,
entered into a Cooperation Agreement relating to the management of the Land and
certain adjacent land.

NOW THEREFORE THE LESSOR HEREBY LEASES TO THE
LESSEE and THE LESSEE HEREBY TAKES ON LEASE the
Land described in the Schedule of Land for the term and at the rent set out in
this Lease and otherwise subject to the covenants, conditions, agreements and
restrictions set out in this Lease which includes the Schedule of Land and the
Schedule of Terms.

DATED 199

[Execution provisions to come]

SCHEDULE OF TERMS

THE LESSOR AND THE LESSEE COVENANT AND AGREE
as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 In this Lease, unless the context otherwise
requires:

Act means the Conservation Act
1987;

Co-operation Agreement means the
agreement referred to in Recital E;

Crown means Her Majesty the Queen
in right of New Zealand;

Crown Body means the Crown or a
Crown Entity (as defined in the Public Finance Act 1989) or a State Enterprise
(as defined in the State-Owned Enterprises Act 1986) or any company which is
wholly-owned by a Crown Entity or a State Enterprise;

Land means [legal description of
relevant part of Leaseback Conservation Areas to be inserted];

Rent means an annual rental of
$1.00 per annum including GST.

1.2 In the interpretation of this Lease, unless the context
otherwise requires:

1.2.1 headings appear as a matter of convenience and are not to
affect the interpretation of this Lease;

1.2.2 the singular includes the plural and vice versa, and
words importing one gender include the other genders;

1.2.3 a reference to an enactment or any regulations is a
reference to that enactment or those regulations as amended, or to any enactment
or regulations substituted for that enactment or those regulations but this
provision shall be read subject to clause 1.3; and

1.2.4 a reference to a party to this Lease or any other
document or agreement includes that party's successors, heirs, executors and
assigns.

1.3 The parties agree that the rule of interpretation referred
to in clause 1.2.3 is intended only to facilitate interpretation of this
Lease in circumstances where legislative changes make statutory references in
this Lease obsolete. It is not intended to indicate, and should not be
interpreted as indicating, any consent by the Lessor to, or acquiescence by the
Lessor in, the introduction to Parliament by the Crown of any proposed statutory
amendment which would adversely affect the redress provided by the Crown
pursuant to the Deed of Settlement referred to in Recital A or the
ability of either party to fulfil its obligations expressed in this Lease or in
that Deed of Settlement.

2 LEASE IN PERPETUITY

The Lessor leases the Land to the Lessee in perpetuity and the
Lessee takes on lease the Land in perpetuity, subject to the terms and
conditions set out in this Lease.

3 THE RENT

The Lessee shall pay the Rent to the Lessor if demanded by the
Lessor.

4 PERMITTED USE

4.1 The Lessee shall manage the Land as a Conservation Area
subject to the provisions of the Act.

4.2 The Lessee may, subject to clause 4.3 declare the
Land, or any part of the Land, a specially protected area status under Part IV
of the Act, so long as that status does not override the Lessor's interest under
this Lease and may revoke such action so that the Land returns to the status
referred to in clause 4.1.

4.3 The Lessee shall consult with, and have particular regard
to the views of, the Lessor before taking either of the steps referred to in
clause 4.2.

5 NO ASSIGNMENT

The Lessee shall not assign, sublet or otherwise part with
possession of the Land or its estate or interest in the Land or any part or
parts of the Land without the prior written consent of the Lessor. Nothing in
this clause prevents the Lessee from granting a Concession in compliance with
the Act, the Co-operation Agreement and this Lease or from providing for the
management of the Land by any Crown Body.

6 QUIET ENJOYMENT

The Lessee, while paying the Rent and performing and observing
the terms and conditions of this Lease, shall peaceably hold and enjoy the Land
without hindrance or interruption by the Lessor or by any person or persons
claiming under the Lessor until the determination of this Lease.

7 TERMINATION

7.1 The Lessor may terminate this Lease by 90 days notice in
writing to the Lessee if:

7.1.1 the Rent or any other money payable to the Lessor under
this Lease is in arrears and unpaid for 28 days after any of the days appointed
for payment (which, in the case of the Rent, is the date of demand);
or

7.1.2 the Lessee breaches any terms of this Lease, the Lessor
has notified the Lessee in writing of the breach, and the Lessee does not
rectify the breach within 90 days of receiving notification.

7.2 If the Lessor terminates this Lease under this clause
7, all rights of the Lessee shall absolutely cease but the Lessee
shall not be released from any liability to pay the Rent or other money payable
by the Lessee up to the date of termination or for any breach of any term up to
the date of termination.

7.3 The Lessor may exercise its right under this clause to
terminate this Lease notwithstanding any prior waiver or failure to take action
by the Lessor or any indulgence granted by the Lessor for any matter or
default.

7.4 The Lessee shall pay the costs of the Lessor in enforcing
or attempting to enforce its rights and powers under this Lease if the Lessee is
in default.

8 ACCESS

8.1 Members of the public may have foot access to and entry on
the Land, subject to any controls on entry imposed by the Lessee pursuant to the
Act and subject to the terms of this Lease.

8.2 Members of Ngai Tahu Whanui may have foot access to and
entry on the Land at any time.

9 TRAMPING HUTS

For so long as the tramping huts which are on the Land at the
date of this Lease continue to be on the Land, the Lessee agrees that the Lessor
may use those huts for its farming operations in the adjoining land. Such use
will be on a non-exclusive basis, neither the Lessor nor the Lessee will be
under any obligation to maintain the huts, and the Lessee may remove the huts at
any time.

10 DISPUTE RESOLUTION AND ARBITRATION

10.1 If any dispute arises between the parties in connection
with this Lease, the parties shall, without prejudice to any other rights,
attempt to resolve the dispute by negotiation or other informal dispute
resolution techniques agreed to by the parties.

10.2 If the parties are unable to resolve the dispute by
negotiation or other informal means within 21 days of written notice by one
party to the other of the dispute (or such further period as the parties agree
in writing) either party may refer the dispute to arbitration in accordance with
the Arbitration Act 1996.

11 NOTICES

11.1 All notices under this Lease shall be in writing. They
shall be delivered personally or by pre-paid post or by facsimile addressed to
the receiving party at the address or facsimile number set out in clause
11.2. A notice given in accordance with this clause shall be deemed to have
been received:

11.1.1 in the case of personal delivery, on the date of
delivery;

11.1.2 in the case of a letter, on the third working day after
posting; or

11.1.3 in the case of facsimile, on the date of
dispatch.

11.2 The addresses for service of notice are:

11.2.1 Lessor:

11.2.2 Lessee: Regional Conservator Otago

PO Box 5244

DUNEDIN

Facsimile: (03) 477 8626

12 REGISTRATION OF THIS LEASE

The Lessor shall, at the cost of the Lessee in all respects,
register this Lease under the provisions of the Land Transfer Act
1952.

EXECUTED as a deed on the date
first written above.

[Execution provisions to come]